Terms of Service

Definitions

1. “Excess Work” refers to work required by the client not included in the proposal and outside the scope of approved work.
2. “Fee” refers to the agreed fee outlined in the proposal.
3. “Finished Product” refers to the completed work created from the materials, excluding drafts, templates, preliminary work, and work not accepted by the client or not completed by Blue Kelpie.
4. “GST” refers to goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
5. “Key Phrases” refers to the agreed target search phrases for SEO purposes.
6. “Materials” refers to all items created, provided or obtained by Blue Kelpie to complete the project, including drawings, sketches, artwork, photographs, computer disks, raw footage, source, audio, and other digital files.
7. “Proposal” refers to the email, overview, project timeframe, and cost estimates accompanying these terms of business. The proposal is valid for 14 days from its date of issue.
8. “Project” refers to the entirety of work outlined in the proposal or such part accepted by the client.
9. “SEM” refers to search engine marketing and includes paid ads in search engine results.
10. “SEO” refers to search engine optimization, including services to improve website ranking in search engines using agreed key phrases.
11. “Services” refers to work done by Blue Kelpie for the client as outlined in the proposal.
12. “You/Your” refers to the client as defined in the proposal.

Agreement

1. By appointing Blue Kelpie for work, including web design, development, hosting, and SEO, these terms and Blue Kelpie’s proposal form the agreement.
2. These terms cover all future and ongoing work unless otherwise agreed in writing by Blue Kelpie.

Proposals and/or Pitches

1. Materials or other media provided for proposals or pitches are confidential and remain the property of Blue Kelpie, with the recipient returning them complete and uncopied unless otherwise agreed in writing.

Instructions

1. The client must ensure all instructions, including Blue Kelpie’s brief, are in writing and sign off on all work produced.
2. Approval is required for each stage of work before proceeding to the next.
3. PDF proofs or online web proofs will be sent via email for approval and work will not continue until approved by the client.
4. Blue Kelpie is not responsible for errors or omissions resulting from oral instructions or client’s failure to sign off on work, including spelling, grammar, color, typing errors or oversights.
5. If oral instructions are provided, Blue Kelpie will provide a written summary and no further work will be done until the client confirms the accuracy of the summary.
6. Instructions may be given by the client or an authorized officer with written authority.

Fees and Expenses

1. The fee will depend on your project details and can change if project details change.
2. After 3 months from the proposal, Blue Kelpie may adjust the fee.
3. A deposit of 30-50% may be required before work begins and invoicing will be monthly or annually.
4. Invoices are due within 7 days and Blue Kelpie may withhold project files until payment is received.
5. Interim invoicing and work suspension are options if payment is not received.
6. Extra work will incur additional fees and estimates exclude GST unless specified.
7. Third-party fees may be included in Blue Kelpie’s invoice with a project management fee.
8. Deposits and fees are non-refundable after 14 days.
9. Late payments may accrue interest at 7% annually.
10. Overdue payments may be referred to a debt collection agency with associated fees passed to you the client.
11. Overdue accounts of greater than 30 days may lead to the suspension of all services with Blue Kelpie, including Web Hosting, Email Hosting, Site Maintenance and SEO work.

Timelines and Cancellation

1. Neither party will be liable for failure due to uncontrollable events (excluding payment).
2. If you cancel the project, you must pay all fees and expenses incurred.
3. Canceling services may incur fees from third parties.
4. Canceling SEO, web maintenance retainers, and hosting may require a signed form.
5. Unforeseen postponements must be communicated in writing with invoicing for work done until then.
6. Delays in the delivery of content required for the project, including copy, graphics, and images, access to third-party services may lead to delays in the completion of the project.
7. Blue Kelpie may terminate the agreement after 3 months of no contact and give 14 days’ notice.
8. If terminated, you must pay all outstanding amounts within 14 days of notice expiration.

SEO and Digital Marketing & Advertising

1. Blue Kelpie may offer SEO services, using the agreed keywords to improve website ranking in search engines.
2. Results from Blue Kelpie’s SEO services are subject to changes made by search engines, which may affect results.
3. SEO results may take several months to be seen and analyzed.
4. Blue Kelpie cannot guarantee any specific results from its SEO services.
5. Blue Kelpie may offer SEM services. Fees for SEM services, such as Google AdWords, are separate from Blue Kelpie’s marketing campaign fee and are paid directly to Google. Ad spend will be provided and subject to client approval if not included in the proposal.
6. The client must notify Blue Kelpie of any changes to keywords, ad spend, or other aspects of the marketing campaign in writing.
7. Access to client’s social media pages may be required to manage marketing campaign and its absence may impact the campaign.

Website Development

1. Blue Kelpie designs custom websites and displays “Website by Blue Kelpie” in the footer for the first 12 months, removable upon client request.
2. Websites are built with a CMS for client content editing and updating, with login details provided upon completion.
3. During development and maintenance, client’s website access may be limited.
4. Blue Kelpie can provide in-person CMS training for additional fees upon the completion of the project.
5. Upon completion, client is responsible for updating the website using CMS, unless otherwise agreed. Repair costs will be charged if website is damaged by anyone other than Blue Kelpie or its subcontractors.
6. Blue Kelpie is not responsible for any harm or loss from use of the website or its products/services.
7. Website is considered complete after inclusion of images/text and functional elements, excluding product/blog content that client must upload unless agreed in writing. Client has 7 days to notify Blue Kelpie of changes after completion notification.
8. Building a website involves contingencies and cooperation from the client, so completion time cannot be guaranteed unless specified in the proposal.
9. Blue Kelpie does not guarantee website display in search engine results, unless specified in the proposal. Additional agreement for SEO services may be required.

Website Hosting

1. Blue Kelpie prefers hosting your website through their platform for reliability, improved performance, ease of management, and technical support.
2. They contract a trusted third-party web hosting company for their services. Only professional and reputable businesses are used.
3. For all websites requiring SSL Certification, Blue Kelpie uses secure and reliable servers meeting Australian banking security standards, with 128-bit SSL encryption.
4. Technical assistance is available Mon-Fri 9:00am-5:00pm AWST, excluding holidays and office closures.
5. Blue Kelpie does not offer technical support for personal computers/devices and software.
6. Blue Kelpie are not responsible for losses from server downtime, errors, hacking, or illegal third-party activities affecting a website.

Domain Registration

1. Blue Kelpie cannot guarantee availability of requested domain names.
2. It’s your responsibility to keep your contact details updated with Blue Kelpie. Failure to renew a domain name may result in your website taken offline.
3. If a domain name renewal fee isn’t paid on time, and the subscription is cancelled, Blue Kelpie cannot guarantee the domain’s availability if you want to re-purchase it.
4. The registered domain remains your property, managed by Blue Kelpie. If you choose to manage it elsewhere, notify Blue Kelpie and allow 30 days for transfer.

Ownership, Copyright, and IP

1. Blue Kelpie will keep information confidential if advised in writing.
2. No copyright or IP rights are assigned to you until full payment is made, and the assignment may be subject to third-party terms.
3. Intellectual property of a website, product, or service developed by Blue Kelpie remains their property until payment is made.
4. Upon full payment, Blue Kelpie will license to you copyright in the Materials, limited to the purpose and media described in the Proposal.
5. Any custom code remains the intellectual property of Blue Kelpie and is not permitted to be used on any other project without written consent from Blue Kelpie.
6. Blue Kelpie retains moral rights in the Materials and the right to use and display the Project for promotional, awards, press, or competitive purposes.

Warranties and Indemnities

1. You must obtain all necessary consents and approvals to use the Materials legally. Blue Kelpie won’t be responsible for the actions or misrepresentations of contractors or third parties involved in the Project.
2. You indemnify Blue Kelpie against any claims related to Blue Kelpie’s use of information or documents provided by you or any action taken by Blue Kelpie on your instructions or with your approval.
3. You warrant that you haven’t relied on any statements, representations, or services provided by Blue Kelpie or anyone on its behalf, other than those in the Proposal.
4. Blue Kelpie makes no warranty on the suitability of the Materials, it’s your responsibility to ensure compliance with any marketing, labeling, packaging, or other legislation.
5. Blue Kelpie doesn’t guarantee search engine registration, website functionality or statistics for externally hosted websites or services.
6. Both parties will not disclose or use each other’s confidential information without prior written approval, except when legally compelled or if the information becomes public domain other than through breach of this clause.
7. Restrictions for illustrations, typography and images are listed in the Proposal, it’s your responsibility to follow them. Blue Kelpie won’t be liable for breach of relevant license agreements.
8. To the extent allowed by law, Blue Kelpie excludes all liability for any loss or connection to the Project and Services, including indirect or consequential losses (e.g. loss of income, overhead costs, goodwill).
9. You indemnify Blue Kelpie against claims arising from Blue Kelpie’s use of any Materials, information, or documents provided by you or any action taken by Blue Kelpie on your instructions or with your approval.
10. You agree that any representation in the Finished Product is made by you and not Blue Kelpie. You indemnify Blue Kelpie for any claims related to your use of the Finished Product.
11. You indemnify and hold harmless Blue Kelpie from any claims arising from your breach of these terms.
12. Blue Kelpie provides a limited warranty for websites developed and designed by Blue Kelpie, valid for 60 days from launch or completion of work as agreed in writing. This warranty does not cover errors caused by third-party software or misuse by people other than Blue Kelpie.

Privacy and Digital Marketing

1. Blue Kelpie follows the Australian Privacy Principles and other applicable privacy legislation.
2. You consent and authorize Blue Kelpie to collect and store your personal information for direct marketing by Blue Kelpie. You can opt-out by contacting Blue Kelpie. All emails, SMS, and newsletters from Blue Kelpie include an opt-out option.
3. Blue Kelpie is not responsible for keeping your passwords and login details safe for accessing sensitive information. Changing passwords will require a written request and may incur an admin fee.
4. Blue Kelpie isn’t responsible for damages resulting from the loss of passwords.

Retention of Files

General

Governing Law